Executives have failed “in their most fundamental
stewardship responsibilities owed to HP,” resulting in a series
of mishaps including bribery probes, the hiring and firing of
Apotheker and an $8.8 billion writedown in 2012 of the Autonomy
Corp. acquisition, shareholder A.J. Copeland said in a complaint
in federal court in San Francisco.

The personal-computer and printer maker faces other
shareholder lawsuits over Autonomy, and the board, seeking “to
protect its members at the time of the Autonomy acquisition”
has “determined to try and quickly settle all of the Autonomy
claims,” according to the complaint.

Hewlett-Packard this month said accounting errors at
Autonomy have led it to cut reported 2010 revenue at the
software maker’s largest unit by 54 percent, adding fuel to the
legal dispute over its purchase of Autonomy. Whitman and the
company’s board are in the midst of a turnaround of Hewlett-Packard, which is poised for a third straight year of sales
declines.

Board Committee

Company directors met to consider recommendations of a
board committee established to review shareholder claims against
management over the Autonomy acquisition, HP’s lawyers said in a
Jan. 17 court filing. They will present the board’s decision on
how to proceed with the lawsuit to shareholder attorneys next
week, according to the filing.

Copeland’s lawsuit was filed on behalf of Hewlett-Packard
as a so-called derivative complaint. He said the company didn’t
substantively respond to a letter he sent in July describing his
claims.

A 2011 lawsuit against Hewlett-Packard by Copeland alleging
mismanagement was dismissed last year, according to court
filings.

Earlier Cases

Shareholders have claimed in earlier cases that current and
former top executives knew, or should have known, about shoddy
accounting practices at Autonomy before buying the company for
$10.3 billion in 2011.

Whitman, the only executive ordered by a federal judge to
face allegations of misleading investors in an earlier
shareholder lawsuit, contends the company was defrauded by
Autonomy.

Fallout from the Autonomy deal included a shareholder
rebuke that prompted Chairman Ray Lane to resign his position
last year and two other directors to leave the board. Securities
regulators in the U.S. and the U.K. began civil and criminal
investigations into Hewlett-Packard’s allegations and
shareholders filed a derivative suit on behalf of the company
against its officers and directors, as well as securities-fraud
class actions that also named the company’s auditors and
financial advisers.

Hewlett-Packard bought Autonomy in a deal engineered by
Whitman’s predecessor, Apotheker. A year later, Hewlett-Packard
under Whitman said it would take the $8.8 billion writedown,
largely because of what it said was falsified accounting at the
software maker.

Period of Upheaval

Hewlett-Packard, which makes personal computers, servers
and printers, is trying to move past a period of upheaval
including declining performance and the departure of Apotheker
and Mark Hurd as CEO before him.

Shares of the Palo Alto, California-based company gained 96
percent last year, making it the 17th best performer in the
Standard & Poor’s 500 Index, which rose 30 percent. The stock
had declined 45 percent in 2012 and 39 percent in 2011. Shares
are up 5 percent this year.

Whitman and other Hewlett-Packard executives have said
Autonomy under founder Michael Lynch misstated more than $200
million in revenue -- including booking sales of PCs and
computer mice as software. Whitman has said Hewlett-Packard
relied on financial results at Autonomy audited by Deloitte LLP
and KPMG LLP. Lynch has denied accounting improprieties.

Claims in an earlier derivative case against Apotheker,
Lynch, former Hewlett-Packard Chief Strategy and Technology
Officer Shane Robison and other of the company’s managers were
dismissed in November by U.S. District Judge Charles Breyer in
San Francisco.

Breyer said in his Nov. 26 ruling that Whitman must face
claims that statements she made in May and June of 2012 about
Autonomy’s weak performance omitted that she knew accounting
fraud was under investigation.

The new case is Copeland v. Apotheker, 14-cv-00622, U.S.
District Court, Northern District of California (San Francisco).
The 2011 case is Copeland v. Lane, 11-cv-01058, U.S. District
Court, Northern District of California (San Francisco).

To contact the reporter on this story:
Karen Gullo in federal court in San Francisco at kgullo@bloomberg.net